0001122099-04-000005 Sample Contracts

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

_____________________ shares of common stock of Tailored Business Systems, Inc. ("TBS") owned by the Debtor and acquired from the Secured Party pursuant to an Agreement and Plan of Merger dated as of January 31, 2004 by and among the Debtor, VillageEDOCS Merger Sub, Inc., TBS, James L. Campbell and James L. Campbell (the "Merger Agreement).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

This Employment Agreement (this "Agreement") is made as of February 17, 2004 (the "Effective Date") by TAILORED BUSINESS SYSTEMS, INC., a Georgia corporation (the "Employer"), and STEPHEN A. GARNER, an individual resident in the State of Georgia (the "Employee").

SECURITY AGREEMENT
Security Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

This Security Agreement ("Security Agreement"), is made February ____, 2004 , between TAILORED BUSINESS SYSTEMS, INC. , a Georgia corporation ("Debtor"), and JAMES L. CAMPBELL ("Secured Party").

GENERAL RELEASE AND NONCOMPETITION AGREEMENT
General Release and Noncompetition Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec

THIS GENERAL RELEASE AND NONCOMPETITION AGREEMENT (this "Release and Covenant") is made as of this 17 day of February, 2004, by STEPHEN A. GARNER ("Garner") in favor of TAILORED BUSINESS SYSTEMS, INC., a Georgia corporation ("TBS").

AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated as of January 31, 2004 (the "Effective Date"), by and among VillageEDOCS, a California corporation ("VillageEDOCS"), VILLAGEEDOCS MERGER SUB, INC., a Georgia corporation ("Merger Sub"), TAILORED BUSINESS SYSTEMS, INC., a Georgia corporation ("TBS"), and Stephen A. Garner ("Garner") and James L. Campbell ("Campbell"), the shareholders of TBS (each a "Shareholder" and together, the "Shareholders").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into effective as of February 17, 2004, by and between VILLAGEEDOCS, a California corporation ("VillageEDOCS " or the "Company") and Stephen A. Garner ("Garner").

GENERAL RELEASE AND NONCOMPETITION AGREEMENT
General Release and Noncompetition Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec

THIS GENERAL RELEASE AND NONCOMPETITION AGREEMENT (this "Release and Covenant") is made as of this 17 day of February, 2004, by JAMES L. CAMPBELL ("Campbell") in favor of TAILORED BUSINESS SYSTEMS, INC., a Georgia corporation ("TBS").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into effective as of February 17, 2004, by and between VILLAGEEDOCS, a California corporation ("VillageEDOCS" or the "Company") and James L. Campbell ("Campbell").

LEASE AGREEMENT
Lease Agreement • February 19th, 2004 • Villageedocs Inc • Services-business services, nec • Georgia

THIS AGREEMENT and lease made and executed in two (2) or more counterparts, as of the 17 day of February, 2004, between PERIMETER CENTER PARTNERS, a Georgia general partnership having its principal office in Bulloch County, Georgia, hereinafter called "Landlord", and TAILORED BUSINESS SYSTEMS, INC., a corporation organized and existing under the laws of the State of Georgia, hereinafter called "Tenant".

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